8-K

As filed with the Securities and Exchange Commission on June 29, 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

___________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 29, 2016

___________________________

BANK OF AMERICA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-6523	56-0906609
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	100 North Tryon Street Charlotte, North Carolina 28255
	(Address of principal executive offices)

(704) 386-5681

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 Other Events.

On June 29, 2016, Bank of America Corporation (the “Corporation”) issued a news release that announced the Corporation’s Board of Directors (the “Board”) plans to increase the quarterly dividend paid on shares of the Corporation’s common stock to $0.075 per share, beginning in the third quarter of 2016. The news release also announced that the Board has authorized the repurchase of $5 billion of the Corporation’s common stock from July 1, 2016 through June 30, 2017. The Board’s common stock repurchase authorization covers both common stock and warrants, replaces the Board’s prior common stock repurchase authorization that expires on June 30, 2016, and is net of shares awarded under the Corporation’s equity-based compensation plans.

In addition, the news release announced that the Board of Governors of the Federal Reserve System completed its 2016 Comprehensive Capital Analysis and Review, and informed the Corporation that it did not object to the Corporation’s capital plan, including the dividend and repurchase actions described above.

A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

ITEM 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith.

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
99.1	News Release dated June 29, 2016

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANK OF AMERICA CORPORATION
By:	/s/ Ross E. Jeffries, Jr.
	Ross E. Jeffries, Jr.
	Deputy General Counsel and Corporate Secretary

Dated: June 29, 2016

3

INDEX TO EXHIBITS

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
99.1	News Release dated June 29, 2016

4

EX-99.1

June 29, 2016

Investors May Contact:

Lee McEntire, Bank of America, 1.980.388.6780

Jonathan Blum, Bank of America (Fixed Income), 1.212.449.3112

Reporters May Contact:

Jerry Dubrowski, Bank of America, 1.980.388.2840

jerome.f.dubrowski@bankofamerica.com

Bank of America to Increase Quarterly Common Stock Dividend by 50 Percent to $0.075 per Share; Authorizes $5 Billion Common Stock Repurchase Plan

CHARLOTTE — Bank of America today announced that the company’s Board of Directors plans to increase its quarterly common stock dividend by 50 percent to $0.075 per share, beginning in the third quarter of 2016. Also, the Board authorized the repurchase of $5 billion in common stock from July 1, 2016 through June 30, 2017. On a quarterly basis, this authorization represents an increase of more than 50 percent from the prior year’s authorization.

The Federal Reserve Board has informed the company that it completed its 2016 Comprehensive Capital Analysis and Review and that it did not object to Bank of America’s capital plan, including the proposed dividend increase and repurchase plan.

“Over the last few years we have significantly strengthened our company and increased our earnings as we execute a straightforward strategy focused on responsible growth,” said Chief Executive Officer Brian Moynihan. “This improvement has allowed us to take a significant step toward returning more capital to shareholders.”

The common stock repurchase authorization, which covers both common stock and warrants, replaces the Board’s prior authorization that expires on June 30. The authorization is net of shares awarded under the company’s equity-based compensation plans. Dividends will continue to be subject to the Board’s approval at the customary times those dividends are declared. The company has historically paid its third quarter common stock dividend in late September. The timing and exact amount of common stock or warrant repurchases will be consistent with the company’s capital plan and will be subject to various factors, including the company’s capital position, liquidity, financial performance and alternative uses of capital, stock trading price, and general market conditions, and may be suspended at any time. The common stock or warrant repurchases may be effected through open market purchases or privately negotiated transactions, including Rule 10b5-1 plans, over the four quarters beginning with the third quarter of 2016.

Forward-Looking Statements

Certain statements in this news release represent the current expectations, plans or forecasts of Bank of America based on available information and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can

be identified by the fact that they do not relate strictly to historical or current facts. These statements often use words like “expects,” “anticipates,” “believes,” “estimates,” “targets,” “intends,” “plans,” “predict,” “goal” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.” Forward-looking statements speak only as of the date they are made, and Bank of America undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.

These statements are not guarantees of future results or performance and involve certain risks, uncertainties and assumptions that are difficult to predict and are often beyond Bank of America’s control. Actual outcomes and results may differ materially from those expressed in, or implied by, any forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks discussed under Item 1A. “Risk Factors” of Bank of America’s Annual Report on Form 10-K for the year ended December 31, 2015 and in any of Bank of America's other subsequent Securities and Exchange Commission filings.

Bank of America

Bank of America is one of the world’s leading financial institutions, serving individual consumers, small and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. The company provides unmatched convenience in the United States, serving approximately 47 million consumer and small business relationships with approximately 4,700 retail financial centers, approximately 16,000 ATMs, and award-winning online banking with approximately 33 million active users and approximately 20 million mobile users. Bank of America is a global leader in wealth management, corporate and investment banking and trading across a broad range of asset classes, serving corporations, governments, institutions and individuals around the world. Bank of America offers industry-leading support to approximately 3 million small business owners through a suite of innovative, easy-to-use online products and services. The company serves clients through operations in all 50 states, the District of Columbia, the U.S. Virgin Islands, Puerto Rico and more than 35 countries. Bank of America Corporation stock (NYSE: BAC) is listed on the New York Stock Exchange.

Visit the Bank of America newsroom for more Bank of America news.

www.bankofamerica.com

###